Sample deliverable · Investment Committee Memo — Halden Thermal, Inc. · fictional company, engine-computed numbers
Confidential Investment Committee Memorandum · Sample Deliverable

Halden Thermal, Inc.

Series Seed · Industrial process-heat electrification · Proposed $1.0M check for 5.0% entry ownership.

⚠ FICTIONAL COMPANY — on purpose. Real IC memos are confidential to the fund and the founder, so we can't publish one. Instead of redacting a real memo into uselessness, we built "Halden Thermal" from scratch: every person, number, term, and comparable is invented, but the method — the scoring, the cap-table waterfall, the reconciled MOIC/IRR — is exactly what a real practitioner runs. Judge the rigor, not the company. Any resemblance to a real company is coincidental; this is a worked example of the kit's output, not a recommendation about any security. Straight about where this stands: the kit is v1 with no customer testimonials yet, and we won't invent any — so this fully-worked sample plus the live tools on the home page are the proof, inspectable in full before you pay. What they can show is rigor-of-arithmetic (every line reconciles by hand); what no sample can show is your own judgment on your own deal — that stays yours.
How this sample was produced

Every score, ownership %, MOIC, IRR, and fund-math figure in these pages is computed by the kit's deterministic engine — the same scorecard and portfolio logic you run free on the site. Nothing here is an LLM guess; identical inputs always produce these identical numbers, and each is reconcilable by hand.

Prepared by
Screening partner (you) — the emerging manager making the case
Prepared for
Whoever your yes has to convince — your own IC, an LP, or the syndicate backers you're asking to wire before the round closes. It works two ways: a live recruiting document that gets co-investors in before you commit, and the archived record of why you said yes after.
Stage / instrument
Seed · priced preferred (Series Seed)
Round
$4.0M on $16.0M pre → $20.0M post
Proposed check
$1.0M → 5.0% entry ownership
Screening score
73 / 100 — "Promising" (seed weighting)
Recommendation
INVEST — with conditions
Date
[illustrative]
Halden Thermal — IC MemoContents

Contents

This memo follows the arc every institutional committee reads a deal through — from the one-line diagnosis, through the section-by-section analysis, to the transformation it implies and the concrete action it triggers.

Part I — The diagnosis (your situation, in one look)
Part II — The analysis (eight sections an IC actually asks)
Part III — The transformation (what "funded & defensible" looks like)
Part IV — The action (do this next)
Part I — DiagnosisExecutive summary

Executive summary & recommendation

Recommendation: INVEST — with conditions. Screening score 73/100 ("Promising"). Check $1.0M for 5.0% entry, diluting to a modeled 3.28% at exit.

What Halden Thermal is: a solid-state thermal-storage company. Its bricks charge on cheap off-peak grid electricity and discharge 400–600 °C process heat during the day, letting mid-size industrial sites replace gas boilers. It sells the unit plus a heat-as-a-service contract.

The one-sentence thesis: industrial process heat is ~20% of global energy demand with almost no electrified option today; if Halden's brick hits its installed-cost-per-kWh target, it becomes the default retrofit for the mid-size industrial boiler — and this returns our fund if it reaches even a low-single-digit share before a strategic acquires it.

73/100
screening score · "Promising"
3.28%
your ownership at exit (from 5.0%)
8.2×
base-case MOIC (~35% IRR, 7yr)
0.33×
downside — a loss, under the pref stack

Why "with conditions," not a clean yes: three things must be true, and two are not yet observable. The cost advantage is real but tariff-specific (it may not generalize off the lighthouse grid); the team has never built a repeatable manufacturing line; and two core patents are held personally by the CTO, not yet assigned to the company — a fatal-class red flag until it clears. Our yes is conditioned on those closing.

The number that decides it
At a base-case $250M exit our 3.28% diluted stake is worth $8.2M on a $1.0M check — a genuine partial fund-returner. At a modest $50M exit, a modeled $40M senior preference stack sits ahead of us and our proceeds collapse to $0.33M — a loss. The whole memo is built to size the position so it survives that downside.

Educational analysis — not investment, legal, or tax advice. Halden Thermal is fictional; every figure is engine-computed to illustrate method, not to forecast any real outcome.

Part I — DiagnosisDeal snapshot

Deal snapshot & scorecard at a glance

Your number, before any prose. This is the diagnosis an IC wants in the first ten seconds.

Company / sector
Halden Thermal, Inc. — industrial process-heat electrification (climate / deep-tech)
Stage & instrument
Seed · priced preferred (Series Seed)
Round size
$4.0M on $16.0M pre → $20.0M post
Our check
$1.0M → 5.0% entry (clears our 4.0% seed floor)
Traction today
One 2 MWh pilot skid, 7 months live at a lighthouse food-processing site
Screening score
73 / 100 — "Promising"
Recommendation
Advance to full IC — invest with conditions

Screening scorecard — seed weighting

Five dimensions, weighted for the seed stage (traction can't carry a pre-seed's weight; by seed it starts to). Each bar is rating ÷ 5 × weight; the bars sum to the 73.

Team4/5 · 22.4
Market4/5 · 20.0
Product3/5 · 13.2
Traction3/5 · 9.0
Terms4/5 · 8.0
73
weighted total / 100
Promising
band (62–77 = Promising)
1
fatal-class red flag — conditioned, not ignored
What you told the engine → what it computed
Stage: Seed
weights: Team 28 · Market 25 · Product 22 · Traction 15 · Terms 10
Ratings: 4·4·3·3·4
73/100, band "Promising"
Red flag: IP not assigned
fatal-class → yes is conditioned

You supply every rating; the engine only makes your judgment explicit, weighted, and reproducible.

Part I — DiagnosisHow to read this memo

How to read this memo

So a partner — or an LP — can check every number you present, not just trust it.

New to this? The five terms that carry the memo
  • Diluted ownership (%) — your slice of the company after it raises more rounds, each of which issues new shares and shrinks your slice. Entry 5.0% becomes 3.28% here.
  • Liquidation-preference stack — investors whose money is "senior" get paid back first when the company sells. That cash comes off the top before common holders (including your diluted stake) see a dollar.
  • MOIC (multiple on invested capital) — how many times your money you get back. $8.2M returned on a $1.0M check = 8.2×.
  • IRR — the same return expressed as an annual rate, given how long you held. IRR = MOIC(1/years) − 1.
  • Cap table — the ledger of who owns what. The "waterfall" is the step-by-step of who gets paid in what order at a sale.

Want a slower walk-through? The MOIC vs IRR and dilution + preference guides work each one by hand on a real example.

An institutional committee doesn't read a memo for prose; it reads to find the one number or claim that isn't defensible, and it stops there. This memo is built to survive that read. Three conventions run through every section:

1 · Every section opens with "why this matters to you now"

Not "here is the market" — but "here is why the market question decides whether you write this check." The reader should never wonder why a section exists.

2 · Every section shows its inputs

A small What you told us → what this computed box appears in each major section, so a reader sees exactly which of your inputs drove which output. Nothing is asserted without its source.

Example — the mapping you'll see throughout
Reachable sites: 48,000
feeds the bottom-up SOM
Check $1.0M / post $20M
entry ownership 5.0%

3 · Every number reconciles by hand

Where the engine produces a figure — a score, an ownership %, a MOIC — the memo shows the arithmetic beside it. Example: base-case MOIC = (exit × diluted %) ÷ check = ($250M × 3.28%) ÷ $1.0M = 8.2×. A numerate LP can verify it in their head. This is the discipline that separates an institutional memo from a founder's optimistic recap.

The honest frame
This is your judgment, made explicit and comparable. The engine never decides whether to invest; it makes sure that when you decide, you've answered what an IC asks and your math ties out. The recommendation on the cover is the sample author's — reached by the method, defensible line by line.
Part I — DiagnosisThe inputs

The inputs that drove this memo

In your real report these come from your intake form. Here they are the fictional Halden inputs — labeled — so you can trace every downstream number.

Intake fieldHalden value (fictional)Drives
Company & one-lineHalden Thermal — thermal-storage bricks for industrial heat§1 thesis
StageSeedscorecard weights · comps set
Round: raise / pre / post$4.0M / $16.0M / $20.0M§5 valuation · §6 ownership
Your check$1.0Mentry % · MOIC · fund math
Reachable buyers~48,000 in-band sites§2 bottom-up SOM
Avg contract value~$1.4M installed + service§2 SOM · §5 forward method
Realistic penetration3% over 10 yrs → ~1,440 sites§2 SOM
Dimension ratingsTeam 4 · Market 4 · Product 3 · Traction 3 · Terms 473/100 score
Red flags checkedIP not yet assigned (fatal-class)conditions the recommendation
Fund size / positions / reserves$25M / 22 / 40%§6 construction checks
Target ownership5.0%§6 ownership-gap check
Future dilution assumedSeries A −20%, Series B −18%§6 diluted % → 3.28%
Exit scenarios$50M / $250M / $800M · 7-yr hold§6 MOIC / IRR grid
Senior preference (downside)$40M stack ahead of common§6 downside waterfall
Read this table as the spine of the report

Every headline figure in Parts II–IV traces back to a row above. When you run your deal, you change these inputs and the same engine re-derives your version of every table in this document. That is the whole promise: your inputs → your report.

All values fictional and for illustration. Educational analysis — not investment, legal, or tax advice.

Part II — Analysis · §1Overview & Thesis

1Target Overview & Thesis

State what the company does and the one-sentence reason to write the check — before any detail.

Why this matters to you now
A partner can restate a good thesis after one paragraph. If yours is buried under detail, the reader builds their own thesis — usually a worse one — and judges your deal against it. This section is where you win or lose the room's attention, so it comes first and stays short.

What the company does — in one sentence a stranger understands

Halden Thermal builds solid-state thermal-storage bricks that let industrial sites — food processing, chemicals, paper — replace gas boilers with off-peak electricity: charge the brick with cheap night-time grid power, discharge process heat at 400–600 °C during the day. They sell the unit plus a heat-as-a-service contract.

Round mechanics

Stage / instrument
Seed · priced preferred (Series Seed)
Raising
$4.0M
Pre / post-money
$16.0M pre → $20.0M post
Our proposed check
$1.0M
Implied entry ownership
$1.0M ÷ $20.0M = 5.0%
What you told us → what this section computed
Check: $1.0M · Post: $20.0M
entry ownership 5.0%
Your seed ownership floor: 4.0%
clears the floor by 1.0pt

Fictional company; illustrative figures. Educational analysis — not investment, legal, or tax advice.

Part II — Analysis · §1The thesis

The thesis in one sentence

We invest because industrial process heat is ~20% of global energy demand and has almost no electrified option today, and this returns the fund if Halden's brick hits its installed-cost-per-kWh target and becomes the default retrofit for the mid-size industrial boiler before a strategic acquires it.

Note the shape: a reason to believe, and an explicit condition under which it returns the fund. A thesis without the second half is a hope, not a thesis.

What has to be true

Everything after this page tests exactly three claims. Naming them now lets the reader hold you to them:

  1. Cost. The brick's installed cost per kWh of daily heat delivered undercuts gas at a realistic carbon/electricity spread — and not only on the one grid where the pilot runs.
  2. Pull. At least one lighthouse industrial customer renews and expands — evidence the value is real to a buyer with a budget, not just to an engineer.
  3. Manufacturability. The team can move from a hand-built pilot skid to a repeatable, financeable unit — the step that turns a science project into a company.
The killer this section avoids
Burying the thesis. If a partner can't restate your thesis after the first paragraph, the memo has failed no matter how good the later analysis is. Halden's thesis is one sentence and its three load-bearing claims are named on page one of the analysis.

The fund-returner test, stated early

For this to matter to a $25M fund, one position needs to be capable of returning a meaningful fraction of the fund. We carry that question — is Halden a plausible fund-returner? — into §6, where the cap-table math answers it with a number: at our modeled 3.28% diluted stake, a $500M+ exit returns roughly the whole fund from this one position (§6 shows the reconciliation).

Part II — Analysis · §1Business model

How Halden makes money

Two revenue lines, deliberately sequenced so the second de-risks the first:

LineWhat it isUnit economics (illustrative)
Hardware (unit sale)The containerized thermal-storage unit, sold or financed~$1.0M / unit
Heat-as-a-serviceMulti-year contract: Halden guarantees delivered thermal-kWh at a price below the site's gas cost~$0.4M / yr recurring
Blended contract valueUnit + first years of service, per site~$1.4M

The heat-as-a-service line is the strategically important one: it converts a lumpy capital sale into recurring revenue, aligns Halden with the customer's actual cost savings, and — over many sites — builds the operating dataset that becomes the moat (§3).

Where the ~$1.4M contract value comes from

This figure is an input you supplied, not an engine output — but it feeds two engine outputs downstream, so the memo states its basis plainly:

What you told us → what it drives
Avg contract value: $1.4M
§2 bottom-up SOM (× reachable sites × penetration)
Same $1.4M
§5 forward-revenue valuation cross-check

Because the same input drives both, an inconsistency would show immediately — a discipline cheap templates lack, where market size and valuation are argued from separate, unlinked numbers.

Part II — Analysis · §1Context

Deal context & who's around the table

Round lead
[fictional] a climate-focused seed fund, taking $2.0M of the $4.0M
Our role
Co-lead / large follow — $1.0M, board-observer seat
Existing investors
Two pre-seed angels + a hardware-focused accelerator
Use of funds
Second pilot on a different tariff · first manufacturing-ops hire · 18-mo runway

How this section sets up the rest of the memo

The thesis makes three promises; the next seven sections keep or break them:

Thesis claimTested inVerdict preview
Large, reachable, inflecting market§2 MarketHolds — bottom-up SOM ~$2.0B
Cost advantage that generalizes§3 ProductConditional — tariff-specific today
This team can win this race§4 TeamMostly holds — one gap
Price is fair vs comps§5 ValuationFair — not cheap
Return survives the cap table§6 WaterfallFragile downside — size for it
Risks are survivable / observable§7 RisksOne fatal-class flag — conditioned
Transformation preview
By the end of §8 you will have a written recommendation an LP can read in five minutes and interrogate for an hour without finding an unsupported number. That artifact — not the yes or no — is what earns you the next check.
Part II — Analysis · §2Market sizing

2Market Sizing & Timing

Prove a large, reachable, inflecting market — bottom-up, with a worked correction of the founder's number.

Why this matters to you now
This is the section an institutional reader trusts least and scrutinizes most. A top-down "$X0B market" headline is discounted to zero on sight. A smaller, honestly-built bottom-up number scores higher — because it proves the founders know who actually pays. Getting this section right is the fastest way to signal you're not a first-timer.

The founder's claim — and why we can't use it

Founder's slide: "$400B process-heat TAM." That is the entire global fuel spend on industrial heat. It is true and useless: Halden cannot sell to a blast furnace at 1,200 °C, and cannot sell to a site with no off-peak electricity tariff. Repeating $400B in your memo would tell an LP you didn't do the work.

The killer this section avoids
Repeating a top-down headline. Institutional readers discount it to zero. We replace it with a bottom-up number a third the size — and it scores better.

Our correction, in one line

We scope to what Halden can actually reach: mid-size industrial sites in the 100–500 °C heat band, in grids with a real day/night price spread, in the target geographies. The next pages build that number from the ground up.

Part II — Analysis · §2Bottom-up SOM

Bottom-up SOM — every input, every source

The honest way to size a market: reachable buyers × realistic contract value × achievable penetration. Show the arithmetic so a reader can push on any single input.

InputValueBasis (you supply · we structure)
Global industrial sites w/ process heatlargeNot the market — the funnel top
In the 100–500 °C addressable bandsubsetAbove this band, storage bricks don't reach temperature
In grids w/ a real off-peak price spreadsubsetNo spread → no savings → no sale
In target geographies (yr 1–10)~48,000Reachable sites — the real denominator
× Realistic 10-yr penetration3%~1,440 sites — deliberately conservative
× Avg contract value / site~$1.4MUnit + service (from §1)
Bottom-up SOM (installed value, 10-yr horizon)≈ $2.0B1,440 × $1.4M ≈ $2.0B
What you told us → what this section computed
Reachable sites: 48,000
denominator for penetration
Penetration: 3% · ACV: $1.4M
SOM ≈ $2.0B

Why $2.0B beats $400B in this memo: it is a number Halden can be held to. It says "we know our buyer, our temperature band, our grid constraint, and our realistic share." An LP reading it concludes the founders — and you — have done the work. A $400B headline says the opposite.

Part II — Analysis · §2SOM sensitivity

Sensitivity — how fragile is the $2.0B?

A single-point SOM is a target for skeptics. Showing the range pre-empts the objection and demonstrates you understand which input actually moves the number.

ScenarioReachable sitesPenetrationACVSOM
Bear (tariff spread narrows)30,0002%$1.2M≈ $0.7B
Base (this memo)48,0003%$1.4M≈ $2.0B
Bull (mandates accelerate)60,0005%$1.6M≈ $4.8B

The swing input is penetration, not site count. Doubling penetration from 3% to 6% roughly doubles the SOM; tripling the site count without penetration barely moves it, because unreachable sites don't buy. This tells you where to concentrate diligence: on the rate at which Halden can convert reachable sites — i.e. sales-cycle length and reference-ability — not on the addressable-universe headline.

What an LP will ask — and your answer
"Is $2B big enough for a fund-return?" — Yes: at even a 10% share of a $2B installed market Halden is a ~$200M revenue-scale business; the §5 forward method and §6 exit grid show that scale supports the exit values that return our fund. Small-but-real beats huge-but-fictional.
Part II — Analysis · §2Why now

Why now — the specific change that flipped the math

"Why now" separates a real inflection from a founder who's simply arrived. Three things changed in the last ~24 months — and, critically, not before:

  1. The off-peak electricity-to-gas spread inverted in several target grids. Where night-time power is now cheap relative to gas, storing heat overnight and discharging by day beats burning gas — the core arbitrage Halden monetizes. Three years ago the spread ran the other way and the unit economics were negative.
  2. Industrial decarbonization mandates now carry real penalties. Compliance moved from voluntary to costed; the retrofit is no longer only a savings play but an avoided-penalty play, which shortens the payback.
  3. The storage medium hit a cost/performance threshold. The material Halden uses only recently became cheap enough per kWh of storage to make the installed unit competitive.
The honest caveat
Reasons 1 and 2 are grid- and jurisdiction-specific. That is exactly why §3 flags the cost advantage as "tariff-specific" and §7 ranks "cost doesn't generalize" as the top risk. A strong "why now" that depends on a local condition is a strength and a diligence item — and a good memo says both.

Market structure

The incumbent (gas boilers + fuel supply) is enormous, consolidated, and not defending this niche — process-heat electrification is beneath the notice of the majors today. That gives Halden a fragmented, under-served beachhead. The wedge (food processing, 100–500 °C) expands into adjacent bands and geographies as the spread inverts in more grids — a beachhead that widens, not a feature.

Part II — Analysis · §2Competitive map

Who else is in this market

AlternativeWhat it offersWhere Halden wins / loses
Gas boiler (incumbent)Cheap capex, known, financeableHalden wins on delivered heat cost where the spread inverts; loses where it doesn't
Electric resistance / heat pumpDirect electrificationHalden wins on peak-demand charges (it shifts load to off-peak); heat pumps struggle at 400–600 °C
Molten-salt / other storage startupsSimilar thesis, different mediumComparable stage; Halden's edge is claimed medium cost + service model — unproven at scale
Hydrogen for heatLong-horizon decarbonizationFar less mature / costlier today; not a near-term competitor

The honest read: Halden's real competition at seed is the status quo gas boiler, not another startup. Winning means beating "do nothing," which is why the cost claim (§3) is the whole ballgame.

What you told us → what this section computed
Heat band: 100–500 °C
rules out heat-pump & hydrogen as near-term rivals
Off-peak load-shift model
structural edge vs resistance electric
Part II — Analysis · §2Market — scored

Market dimension — how it scores, and why

The scorecard rates Market a 4/5, contributing 20.0 points at seed weighting (25% × 4/5 × 20 = 20.0). Here is the anchor that earns the 4 rather than a 3 or a 5:

RatingWhat it would takeHalden
5Bottom-up SOM with sources, undeniable "why now," wedge that visibly expands, comps confirm scale
4Credible bottom-up SOM · clear "why now" · expanding wedge — with one geo/tariff dependency◄ here
3Plausible market but "why now" is soft or SOM is hand-wavy
1–2Top-down headline, no path to a real buyer, no "why now"

Why 4 and not 5: the market is real and well-scoped, but the "why now" leans on a tariff spread that is jurisdiction-specific — a genuine dependency, not a fatal one. Honesty here (4, not a reflexive 5) is what makes the rest of your ratings credible to an LP.

What you told us → what this computed
Market rating: 4/5
25% weight × 4/5 × 20 = 20.0 pts
Running total after §2
Team (22.4, previewed) + Market (20.0) = 42.4 of a possible 100. The remaining three dimensions (Product, Traction, Terms) carry 47 points of weight — analyzed next.
Part II — Analysis · §3Product & moat

3Product / Solution Evaluation

Establish the product is real, better on an axis buyers pay for, and building a compounding moat.

Why this matters to you now
At seed you're not underwriting a finished product — you're underwriting the gap between what exists and what's promised, and whether that gap is closeable by this team with this money. The mistake first-time memos make is grading the roadmap as if it were shipped. This section draws the line explicitly.

What exists today vs. what's on the roadmap

Live today (touchable)

One 2 MWh pilot skid running 7 months at a lighthouse food-processing site · bench data on the storage medium · a reference-able customer who confirmed uptime on a call.

Roadmap (not yet built)

The containerized, factory-produced unit · the remote charge-optimization software · any second-site deployment on a different tariff.

Being explicit about this line is itself a credibility signal. A memo that blurs pilot and roadmap invites an LP to assume the worst about both.

What you told us → what this section computed
Live: 1 pilot · 7 mo
Product rating anchored at 3/5 (real, not yet repeatable)
Part II — Analysis · §3The cost claim

Better on what buyers actually pay for: delivered heat cost

Industrial buyers do not pay for "innovation." They pay for a lower, predictable cost per delivered thermal-kWh. That is the only axis that matters — so it's the only one we underwrite.

Metric (at the lighthouse site's tariff)Gas boilerHalden brickDelta
Cost per delivered thermal-kWh (illustrative)1.00×0.78×−22%
Peak-demand charge exposuren/ashifted off-peakavoided
Carbon-penalty exposurefullnear-zeroavoided
The critical qualifier — do not let this slip past the reader
The 22% saving is tariff-specific. It is measured at one site on one grid with a favorable off-peak spread. It does not automatically generalize to grids without that spread. This single sentence is the most important line in the product section — and it becomes the #1 risk in §7 and the #1 condition in §8.

The "by how much" honesty test

A weak memo says "cheaper." A strong one says "22% cheaper, at this tariff, and here's why it may or may not hold elsewhere." Quantifying the advantage and its boundary is what turns a product claim into an underwritable one.

Part II — Analysis · §3The moat

The moat — what compounds so year 3 is harder to copy than year 1

Two moat candidates, honestly graded:

Candidate moatCompounds?Honest grade
Storage-medium formulation (patent pending)Weakly — patents can be designed aroundReal head start, not a durable wall
Operating dataset of charge/discharge curves across tariffs & sitesYes — every deployment feeds the optimization software; more sites → better model → lower cost → more sitesThe compounding moat
Switching cost (multi-year heat-service contracts)Yes — once installed, ripping out is costlySupporting moat
Build-vs-buy stress test
Could a funded incumbent ship this in a quarter? They could copy the brick — the hardware isn't the moat. They cannot instantly copy the dataset of real-world charge/discharge economics across tariffs, because that only accrues by operating. Halden's defensible head start is the operating data, not the patent. A memo that named the patent as the moat would be wrong — and an LP would know it.
The killer this section avoids
Confusing effort or being-first with a moat. "We work hard and we're early" is not defensibility. Halden's real moat is the compounding dataset — named specifically, not asserted vaguely.
Part II — Analysis · §3Technical risk

The technical questions a specialist would ask

You don't need to be a materials scientist to underwrite this — but you need to know which questions to send to one. The kit's discipline: list the specialist questions, mark which are answered, route the rest to diligence.

Question for a technical diligence advisorStatus
Does the storage medium degrade over thousands of charge cycles?Bench data only — needs field validation
Round-trip efficiency at the target 400–600 °C band?Demonstrated at pilot scale
Does efficiency hold when scaled to the containerized unit?Unproven — the manufacturability risk
Safety / permitting for high-temp storage on an industrial site?Pilot is permitted & operating
Handoff to your technical advisor

"I'm underwriting a thermal-storage seed. Two things I can't judge: cycle-life degradation of the medium, and whether pilot-scale round-trip efficiency survives the jump to a containerized unit. Can you review their bench data and tell me if these are engineering problems or physics problems?"

The distinction — engineering problem (solvable with money and time) vs. physics problem (may not be solvable) — is the one that should change your check.

Part II — Analysis · §3Customer evidence

What the lighthouse customer actually said

A pilot is only evidence if the customer's behavior confirms the value. On the reference call the lighthouse site confirmed:

What's missing — and why it's the traction gap
No renewal or signed expansion yet, and no second site on a different tariff. The value is demonstrated but not yet proven to recur or to generalize. This is precisely why Traction scores 3/5, not 4 — and why a signed second pilot is a condition in §8.
What you told us → what this section computed
1 reference-able customer, no renewal yet
Traction anchored at 3/5 (real pull, unproven recurrence)
Part II — Analysis · §3Product — scored

Product dimension — how it scores, and why

Product & Moat rates 3/5, contributing 13.2 points at seed weighting (22% × 3/5 × 20 = 13.2). This is the rating that keeps the deal honest.

RatingAnchorHalden
5In-market, clearly better on the axis buyers pay for, compounding moat visibly forming
4Better on the paid axis + a moat that's started, one dependency
3Real product, advantage demonstrated but not yet generalized; moat plausible but early◄ here
1–2Slideware / thin wrapper; "moat" is being first

Why 3 and not 4: the advantage is real but tariff-locked, and the compounding moat (the dataset) barely exists yet with one site. Rating it a 4 would over-credit a single pilot. The 3 is the intellectually honest score — and it's the score that makes your Market 4 and Team 4 believable rather than boosterish.

Running total after §3
Team 22.4 + Market 20.0 + Product 13.2 = 55.6 of 100. Two dimensions remain (Traction 9.0 previewed, Terms 8.0) → they carry the score to the final 73.
Part II — Analysis · §4Team

4Team Evaluation

Answer why THIS team wins THIS specific race — with evidence, not adjectives.

Why this matters to you now
At seed, the team carries the most weight in the scorecard (28%) — because it's the only thing that reliably predicts whether the other four dimensions improve. But "strong team" is the easiest place to hand-wave. This section forces evidence: what have these hands already built, and what's the unfair thing they know?

The unfair insight — tied to lived experience

CTO: nine years on high-temperature materials at a national lab. This is not a résumé line — it's the source of the storage-medium formulation and two of the three pending patents. She has spent a decade on exactly the physics this company depends on.

CEO: previously sold industrial heat-recovery systems. She knows the industrial-buyer procurement cycle cold — the 9–18 month sales motion, who signs, what kills a deal. For a company whose #1 risk is sales-cycle conversion (§2), that is the precisely-right founder.

Part II — Analysis · §4Evidence of execution

Evidence of execution — what they've shipped with these hands

ClaimEvidence (not a pitch)Grade
Can build the core technologyShipped & operated the 2 MWh pilot skid themselvesStrong
Can sell to industrial buyersCEO's prior heat-recovery sales record; landed the lighthouse dealStrong
Can manufacture at repeatable scaleNo one on the team has built a production lineGap — the next hire
Can hire ahead of the curveAttracted a lab-grade materials team pre-seedEncouraging
The killer this section avoids
Grading on pedigree alone. A national-lab CV and an industrial-sales CV are only worth citing because each is tied to a shipped artifact — the pilot and the landed deal. Brand-name résumés without shipped evidence get no credit here.

The named gap

No repeatable-manufacturing leader. This is the single biggest team risk, and it's specific and hireable — which is better than a vague "team might not scale." §8 makes a named manufacturing-ops hire a milestone before Series A.

Part II — Analysis · §4Alignment & ownership

Alignment — equity, vesting, and the overhang question

The team section is also where cap-table hygiene surfaces — because misaligned founders are a top killer of seed deals in confirmatory diligence.

Alignment checkStatus
Co-founder equity split documentedYes — 55/45 CEO/CTO, papered
Standard 4-yr vesting w/ 1-yr cliffYes — in place
Any departed founder holding dead equity?No overhang
IP assigned from founders to the companyNO — two patents held personally by CTO (fatal-class flag)
This is where the fatal-class red flag lives
Two core patents are filed in the CTO's personal name, not assigned to the company. Until that assignment executes, the company doesn't fully own its core IP — a classic, common, and fixable cleanup item, but a fatal-class screening flag that caps the recommendation at "Pass" if unresolved. Our yes is conditioned on the executed assignment pre-close (§8).
What you told us → what this computed
Red flag: IP not assigned
engine caps recommendation at Pass until cleared
Part II — Analysis · §4References

Reference calls — who you'd call and what you expect

A memo that says "great team" without a reference plan is asking the reader to take your word. Name the calls and your prediction for each — then a partner can check whether reality matched your read.

WhoWhat you're testingWhat you expect to hear
Lighthouse customer's plant managerIs the value real to the buyer?"Uptime held; we're considering a second unit"
CTO's former national-lab leadIs she the real technical source?"She drove the materials work, not a follower"
A buyer from the CEO's prior companyCan she actually close industrial deals?"She ran our procurement well; we'd buy from her again"
An early engineer who left (if any)Any founder-conflict overhang?"Amicable / no equity dispute"

Writing your expectation before the call is a discipline: it turns references from a formality into a test you can fail.

Part II — Analysis · §4Team — scored

Team dimension — how it scores, and why

Team rates 4/5, contributing 22.4 points — the largest single contribution at seed (28% × 4/5 × 20 = 22.4).

RatingAnchorHalden
5Direct hard-won insight + shipped evidence + can hire ahead + clean alignment, no gaps
4Strong founder-market fit + shipped evidence, with one nameable gap◄ here
3Good team, but insight is generic or evidence is thin
1–2Assembled around a trend; no shipped evidence; unresolved ownership

Why 4 and not 5: two of the three "why this team wins" claims are backed by shipped evidence (pilot + landed deal), but the manufacturing gap and the unresolved IP assignment keep it off a 5. The 4 is generous-but-defensible; a 5 would ignore two real holes.

Score is now fully built
Team 22.4 + Market 20.0 + Product 13.2 + Traction 9.0 + Terms 8.0 = 72.6 → 73/100, "Promising." Every point is now traceable to a rated dimension. §5–§6 turn to price and return; §7 to the flag that conditions it all.
Part II — Analysis · §5Valuation

5Valuation & Comparables

Anchor the price to comparable financings and a defensible method — not to the founder's ask.

Why this matters to you now
The founder's ask is a negotiating anchor, not a valuation. If your memo accepts $16M pre because that's what the slide says, you've outsourced your pricing to the person on the other side of the table. This section builds the price from two independent methods and checks whether they meet.
The killer this section avoids
Accepting the ask as the anchor. Valuation is negotiated from comps and construction math, not from the founder's slide.

The ask, restated neutrally

Pre-money ask
$16.0M
Round
$4.0M
Post-money
$20.0M
Our entry ownership
$1.0M ÷ $20.0M = 5.0%
Part II — Analysis · §5Comparables

Method 1 — comparable financings

Three fictional peer thermal / long-duration-storage seed rounds, all with a working pilot at the time of raise:

Peer (fictional)Pre-moneyRaisedStage marker at raise
Peer A — molten-salt storage$12M$3MBench + first pilot install
Peer B — brick storage$18M$4.5MPilot + one signed expansion
Peer C — phase-change storage$22M$5MTwo pilots, two grids
Halden Thermal$16M$4MOne pilot, one grid, reference-able

Where Halden sits: mid-pack. Cheaper than Peer B and C, richer than Peer A. That's reasonable given one operating pilot and a reference-able customer — and would be rich if the cost claim doesn't generalize (Peer C, priced higher, already had two grids validated). The comp set says: fair, with an asterisk that points straight back to §3's tariff-dependency.

How to use comps honestly
Comps aren't a formula — they're a reasonableness band. Halden's $16M pre lands inside the $12M–$22M band, so the price isn't detached from the market. The judgment is where in the band it belongs, and that's driven by the pilot count and grid validation — which is why §3's grade matters to §5's price.
Part II — Analysis · §5Forward method

Method 2 — a forward construction cross-check

Comps tell you what the market pays; a forward method tells you what the price implies the company must become. If the two meet in the middle, the price is defensible.

StepValueBasis
Plausible next-round ARR (~4 yrs)~$6M~1,000 service contracts × ~$0.4M, ramped
× Conservative forward multiple~4×Deep-tech infra, discounted (not SaaS multiples)
Implied next-round post~$24M$6M × 4×
Discount back to todayConsistent w/ a $20M post only if on-plan

The two methods meet at "fair, not cheap." Comps put Halden mid-band; the forward method says today's $20M post is justified only if execution tracks toward ~$6M ARR in four years. Neither method screams bargain. That's an honest read — and far more useful to an LP than "great price."

What you told us → what this section computed
ACV: $0.4M service · ~1,000 contracts
forward ARR ~$6M
× 4× forward multiple
implied next post ~$24M
Part II — Analysis · §5Ownership fit

Entry ownership vs. your fund's floor

Price is only half the terms question; the other half is whether the check buys enough ownership to matter to your fund. This is a portfolio-construction check the engine runs directly.

5.0%
entry ownership ($1.0M ÷ $20.0M)
4.0%
your seed ownership floor
+1.0pt
margin above the floor
$1.0M
check needed for 5% at this post

The check clears the floor. If it hadn't, the memo would either recommend a larger check or flag the deal as ownership-inefficient for the fund — a decision cheap templates never surface because they don't link the check to the fund's construction math. §6 runs the full construction check.

What you told us → what this computed
Check $1.0M · Post $20M · Floor 4%
ownership 5.0% · gap +1.0pt · clears
Part II — Analysis · §5Price scenarios

What if the price moves? — negotiation scenarios

A memo should tell you what you'd do at a different price, so you walk into the negotiation knowing your lines.

ScenarioPre / postYour 5% costsRead
They hold at ask$16M / $20M$1.0MFair — proceed on conditions
They push to$20M / $24M$1.2MRich — above comp band vs. one-grid validation
You negotiate to$13M / $17M$0.85MAttractive — better cushion for the downside

Your line: at $20M+ pre with only one validated grid, the price detaches from the comp band and the deal's risk/reward tilts wrong — that's a pass-or-renegotiate. At the ask or below, the conditions in §8 (not the price) are the gating items.

Why this belongs in the memo
Committing your price discipline to writing before the negotiation is how you avoid anchoring to the founder's number in the room. An LP reading this sees a manager who priced the deal, not one who accepted a price.
Part II — Analysis · §5Terms — scored

Deal Terms & Fit dimension — how it scores

Terms rates 4/5, contributing 8.0 points at seed weighting (10% × 4/5 × 20 = 8.0).

RatingAnchorHalden
5Defensible vs comps · funds a real milestone · check fits ownership + construction perfectly
4Fair vs comps · funds a milestone · check clears the floor — priced full, not cheap◄ here
3In-band but funds mostly runway; ownership marginal
1–2Priced on hype vs comps; check can't move the fund or overexposes it

Why 4: price is in-band, the raise funds a real de-risking milestone (second-grid pilot + ops hire, not just runway), and the check clears the ownership floor. It's not a 5 only because the price is full rather than a bargain.

All five dimensions now scored
Team 22.4 · Market 20.0 · Product 13.2 · Traction 9.0 · Terms 8.0 = 72.6 → 73/100. The screening number is complete and every point is sourced. Now the section cheap templates get wrong: the return waterfall.
Part II — Analysis · §6Cap-table & returns

6Cap-Table & Exit-Return Waterfall

Show what YOUR position is worth across exits, after dilution and liquidation preferences — the math cheap templates get wrong.

Why this matters to you now — this is the section that loses managers their credibility
A borrowed template shows "5% × $250M = $12.5M, a 12.5× — great deal!" That number is wrong. It ignores two rounds of dilution and the liquidation-preference stack. Say it to a numerate LP and you've told them you don't understand your own returns. This section produces the number that survives contact with the cap table — and shows the arithmetic so a partner can check every line.
The killer this section avoids
Ignoring preference stacks and dilution. A "great multiple" on paper evaporates under a 1×-participating stack at a modest exit. This is the failure mode the whole kit exists to prevent.

Three steps: (1) dilute your entry ownership through future rounds; (2) run each exit scenario through the preference stack; (3) compute MOIC and IRR on what actually reaches you. Every figure below is produced by the kit's portfolio engine and reconciled by hand on the page.

Part II — Analysis · §6Step 1 · Dilution

Step 1 — dilution: from 5.0% entry to 3.28% at exit

You do not exit at your entry ownership. Every subsequent round and option-pool refresh dilutes you. The engine compounds the dilution: diluted = entry × Π(1 − dᵢ).

EventOwnership beforeDilutionOwnership after
Entry (this Series Seed)5.00%
Series A (incl. option-pool top-up)5.00%−20%5.00% × 0.80 = 4.00%
Series B (incl. option-pool top-up)4.00%−18%4.00% × 0.82 = 3.28%
Diluted ownership at exit3.28%
What you told us → what the engine computed
Entry 5.0% · dilution [20%, 18%]
diluted 3.28% (5.0 × 0.80 × 0.82)
The single most common first-timer error
Using 5.0% (entry) where you should use 3.28% (diluted at exit). A 5.0% assumption overstates every downstream proceeds figure by ~52%. This one substitution is why LPs ask "5% — but what do you actually hold at exit?"
Part II — Analysis · §6Step 2 · Preference stack

Step 2 — the liquidation-preference stack

Preferred shareholders get paid before common at exit. If later rounds raise money at 1× (or worse) preferences, that senior money sits ahead of you and eats the first dollars of any exit. The engine models: proceeds-to-common = max(exit − senior preference, 0).

In our downside modeling we assume a $40M senior preference stack (Series A + B preferred, ~1× non-participating, paid first). Here's what that does to a modest exit:

ExitSenior pref aheadTo commonEffect
$50M (downside)$40M$10M80% of the exit is gone before common sees a dollar
$250M (base)$40M*$210M–$250MPref is immaterial at a healthy exit
$800M (upside)$40M*~$800MImmaterial

*At healthy exits preferred typically converts to common to capture upside, so the pref effectively falls away; the memo models the downside with the pref binding and the base/upside with conversion — the conservative, standard treatment.

The number that separates real memos from templates
A borrowed template computes 3.28% × $50M = $1.64M at the downside. The reconciled figure is 3.28% × $10M-to-common = $0.33M — a loss. The $1.31M difference is entirely the preference stack. Cheap templates omit it; LPs don't.
Part II — Analysis · §6Step 3 · Exit grid

Step 3 — the reconciled exit-return grid

Our $1.0M check, 3.28% diluted, 7-year hold. Every cell is engine-computed; the reconciliation is on the next page.

ScenarioExit equity valueSenior prefTo commonOur proceeds (3.28%)MOICIRR (7yr)
Downside$50M$40M$10M$0.33M0.33×
Downside (no pref binding)$50M$0M$50M$1.64M1.64×~7.3%
Base$250M$0M$250M$8.20M8.2×~35.1%
Upside$800M$0M$800M$26.24M26.2×~59.5%
What you told us → what the engine computed
Exits [50/250/800]M · 7yr · pref $40M
MOIC 0.33× / 8.2× / 26.2×
Same, via MOIC^(1/7)−1
IRR ~7.3% / 35.1% / 59.5%

The shape of this deal: a real loss in the downside, a genuine multi-bagger in the base, a fund-mover in the upside. That's the honest venture-return distribution — not a smooth line. The job of §8 is to size the position so the downside is survivable and the upside is meaningful.

Part II — Analysis · §6Reconciliation

Reconciliation — so a partner can check it in their head

Every figure in the grid, derived by hand. This is what "defensible" means: not "trust the model" but "here's the arithmetic."

FigureFormulaResult
Diluted ownership5.00% × 0.80 × 0.823.28%
Base proceeds$250M × 3.28%$8.20M
Base MOIC$8.20M ÷ $1.0M8.2×
Base IRR8.2^(1/7) − 1~35.1%
Upside proceeds$800M × 3.28%$26.24M
Upside MOIC$26.24M ÷ $1.0M26.24×
Upside IRR26.24^(1/7) − 1~59.5%
Downside to-commonmax($50M − $40M, 0)$10M
Downside proceeds$10M × 3.28%$0.33M
Downside MOIC$0.33M ÷ $1.0M0.33×
This is the credibility moment
When an LP asks "walk me through the 8.2×," you don't open a black-box spreadsheet — you say "$250M exit, 3.28% diluted, that's $8.2M on a $1M check." Ten seconds, checkable, right. That is the difference between reading as an allocator and reading as an amateur.
Part II — Analysis · §6Fund construction

Does this position fit the fund? — construction checks

A great deal in the wrong-sized position is a portfolio mistake. The engine runs your check against your fund's construction: a $25M fund, 22 planned positions, 40% reserves, 5% target ownership.

Construction checkValueRead
Initial capital (after 40% reserves)$15.0M$25M × 0.60
Avg initial check$681,818$15.0M ÷ 22
This check vs avg1.47×Below the 1.75× concentration warning
Implied ownership5.0%= target · gap 0.0pt
Position as % of fund4.0%Well under the 15% cap
Fund-returner exit (at 5% entry)$500M$25M ÷ 5.0%

Engine warnings triggered: none. The check is a healthy 1.47× the average — a conviction position, not a reckless one — hits the ownership target exactly, and stays well within single-position limits.

What you told us → what the engine computed
Fund $25M · 22 pos · 40% reserves
avg check $681,818 · this = 1.47×
Check $1.0M · target 5%
ownership gap 0.0pt · 0 warnings
Part II — Analysis · §6Fund math

Fund math — is Halden a fund-returner?

The question the thesis raised on page 8, answered with a number. On a $25M fund, at our 3.28% diluted stake:

ScenarioOur proceedsAs multiple of the $25M fund
Downside ($50M, pref binds)$0.33M0.01× — a near-total loss on this position
Base ($250M)$8.20M0.33× of the fund from one position
Upside ($800M)$26.24M1.05× — this one deal returns the whole fund
$762M
exit needed for this position to return the fund at 3.28% diluted
1.05×
of the fund at the $800M upside
0.33×
of the fund at the $250M base

Verdict: Halden is a plausible fund-returner. The upside case ($800M) returns the entire fund from this single position; even the base case returns a third of it. That is exactly the return profile a $25M seed fund needs from its conviction positions — provided the downside is sized to survive, which it is at 4.0% of fund.

Note the two "fund-returner exit" numbers
At entry 5.0% ownership, the fund-returner exit is $500M ($25M ÷ 5.0%). At diluted 3.28%, it rises to ~$762M ($25M ÷ 3.28%). The gap between them is the cost of dilution — another figure a template that stops at entry ownership would never show you.
Part II — Analysis · §6Returns — summary

§6 in one view — the reconciled return picture

What a copied template would have told you

"5% of a $250M exit = $12.5M, a 12.5× — and even the $50M downside is 5% × $50M = $2.5M, a 2.5×. No-brainer."

What the reconciled model tells you

"3.28% diluted → $8.2M / 8.2× in the base; and the $50M downside is a 0.33× loss once the $40M preference stack is paid first. Fund-returner in the upside, real loss in the downside — size accordingly."

The copied number is off by ~52% on the base case and by ~7.5× on the downside (2.5× vs 0.33×). Underwriting on the copied number, you'd size the position as if the downside were a modest gain instead of a total loss — the exact mistake that blows up a first fund.

What §6 changes about the decision
§1–§5 said "promising deal, fair price." §6 says "and the return survives the cap table only if you size for a possible loss." That qualifier — invisible without the reconciled math — is why the recommendation in §8 is "invest, sized, with conditions," not "invest."

All figures engine-computed on fictional inputs. MOIC/IRR are modeling outputs on labeled assumptions, not forecasts. Educational analysis — not investment, legal, or tax advice.

Part II — Analysis · §7Risks & red flags

7Risks & Red Flags

List the ways this loses money, honestly ranked — the section that earns the memo's credibility.

Why this matters to you now
Partners trust the memo whose risk section is harder on the deal than they'd be. A risks section that lists only solved risks tells an LP you didn't look. This is where you prove you can lose money on purpose — and chose to anyway, with eyes open.
The killer this section avoids
A risks section that lists only risks you've already solved. If nothing here could actually kill it, you didn't look hard enough.

Ranked by damage × likelihood

The next pages take each of the top risks in order, with: what would have to be true for it to kill the return, what comfort you'd need, and whether that comfort is observable before you wire.

#RiskTypeDamage × likelihood
1Cost advantage doesn't generalize off the lighthouse gridMarket/technicalHigh × Medium
2Manufacturing risk — no repeatable lineExecutionHigh × Medium
3IP held personally by CTO (not assigned)Legal (fatal-class)Fatal until cleared
4Preference-stack downsideFinancialModeled — size for it
5Lighthouse customer churns before expansionCommercialMedium × Low
Part II — Analysis · §7Top risks, worked

Risk 1 — the cost claim doesn't generalize

What kills the return
If the 22% saving evaporates off the lighthouse grid, the reachable market (§2) collapses from ~48,000 sites to a handful, and the SOM with it.
Comfort you'd need
A second pilot on a different tariff showing a material (≥15%) cost advantage.
Observable pre-wire?
No — not before this round. Hence it becomes a post-close condition, not a pre-close gate.
This is the primary condition on the yes
A signed second-site pilot (different tariff), or a written plan + budget for one within 90 days. Without it, the deal's core assumption is untested.

Risk 2 — manufacturing

What kills the return
The pilot skid was hand-built. If the containerized unit can't be produced repeatably and financeably, Halden stays a science project and never reaches scale.
Comfort you'd need
A named manufacturing-ops hire before Series A; early unit-cost data from a production-representative build.
Observable pre-wire?
Partially — the hire is a Series-A milestone; you can condition the next round's support on it.
Part II — Analysis · §7The fatal-class flag

Risk 3 — IP held personally (the fatal-class red flag)

The screening engine treats certain items as fatal-class — they cap the recommendation at "Pass" no matter how high the score, because they quietly kill deals in confirmatory diligence. Halden trips one.

The flag
Two of three core patents are filed in the CTO's personal name, not assigned to the company.
Why it's fatal-class
The company doesn't fully own its core IP. A future acquirer's counsel finds this in an hour and it can break a deal or the CTO's leverage over it.
Engine behavior
Caps the recommendation at Pass until cleared — the 73/100 score cannot override it.
Status
Assignment to the company confirmed in progress; close is conditioned on executed assignment pre-close.
What you told us → what the engine did
Flag checked: IP not assigned (fatal)
recommendation capped at Pass until cleared
Condition set: assignment pre-close
flag cleared → yes re-enabled
Why this is the kit's most important feature
A first-timer's biggest exposure isn't a bad score — it's a great deal with a quiet fatal flaw they didn't screen for. The engine forcing "Pass until cleared" on a 73/100 deal is the guardrail that keeps you from wiring into a landmine.
Part II — Analysis · §7Bear case

Risk 4 & 5 — the modeled and the commercial

Risk 4 — preference-stack downside. Fully modeled in §6: at a $50M exit the $40M senior preference leaves our 3.28% with $0.33M — a loss. Mitigated by position sizing (4.0% of fund), not by hope. A known, quantified risk beats an unknown one.

Risk 5 — lighthouse churn. If the one reference customer leaves before signing an expansion, the sole proof point evaporates. Lower likelihood (uptime held; expansion discussed) but high signal-value — hence a kill-switch in §8.

The bear case, in the founder's own strongest words

Post-mortem — if this fails, what will it say?
"Halden proved a thermal-storage brick could beat gas on one favorable grid, then discovered the off-peak spread it depended on existed in far fewer places than the map suggested. The second pilot came in at a 9% advantage instead of 22%, the reachable market shrank 5×, the containerized unit cost more than the skid implied, and by Series B the company was a strong pilot in search of a market that had quietly halved."

Writing the bear case in the founder's strongest voice — not a strawman — is the discipline that tells an LP you underwrote the deal, not the pitch.

Part II — Analysis · §7Risk register

Risk register — the one-page diligence tracker

Every risk, its mitigation, its owner, and whether it gates the close. This is the artifact you hand your co-investors and revisit at each milestone.

RiskMitigation / comfort neededGate
1 · Cost doesn't generalize2nd-site pilot ≥15% advantage (or funded plan)Condition (90-day)
2 · ManufacturingNamed ops hire before Series ASeries-A milestone
3 · IP not assignedExecuted assignment to companyPre-close (fatal)
4 · Preference downsidePosition sized to 4.0% of fundManaged
5 · Lighthouse churnMonitor; kill-switch if it leavesWatch
Scorecard × red flags — the combined verdict
Score 73/100 ("Promising") → would "Advance." But the fatal-class IP flag caps it at Pass until cleared. Net: conditioned advance — invest only once the IP assignment executes and the second-pilot condition is set. The engine encodes exactly this logic; the memo makes it legible.

Fictional risks for a fictional company. Educational analysis — not investment, legal, or tax advice.

Part II — Analysis · §8Recommendation

8Recommendation & Terms

State the decision, the check, the conditions, and what would change your mind — unambiguously.

The killer this section avoids
Ending on a maybe. An IC memo that doesn't make a clear recommendation makes the reader do your job.

The call — one word, up front

INVEST — with conditions.

Not "lean yes," not "interesting." A decision, followed by the exact terms and the exact things that would flip it.

INVEST
the call
$1.0M
check · 5.0% entry
2
pre-close / near-term conditions
3
kill-switches during confirmatory diligence

The recommendation is earned by the preceding seven sections: a 73/100 deal, fair price, plausible fund-returner, with one fatal-class flag that must clear and one core assumption that must be tested. Conditions, not hedges.

Part II — Analysis · §8Terms & conditions

The terms, the conditions, the kill-switches

Check
$1.0M for 5.0% (Series Seed preferred) — 4.0% of the fund; a conviction position, sized to survive the downside.
Condition 1 (pre-close, fatal)
Executed IP assignment of all founder-held patents to the company.
Condition 2 (90-day)
A signed second-site pilot on a different tariff, or a written plan + budget for one within 90 days.
Kill-switch A
Cost claim fails to replicate off the lighthouse grid.
Kill-switch B
IP assignment stalls or the CTO resists it.
Kill-switch C
Lighthouse customer churns before an expansion signal.
Post-investment help (first)
Introduce two manufacturing-ops candidates; pressure-test the unit-financing model.
6–12 mo thesis check
Second pilot live and holding ≥15% cost advantage; ops hire made.
Why conditions beat a flat yes
Conditions convert your two biggest unknowns (does the cost generalize; do we own the IP) into gates the company must pass before or shortly after you wire. You get the upside exposure without underwriting the unknowns blind. That is what "invest with conditions" buys you.
Part II — Analysis · §8Decision, in one page

The decision, in one page — what an LP reads in five minutes

Question an IC asksThis memo's answer
What is it & why write the check?Thermal-storage retrofit for industrial boilers; default retrofit if the cost target holds (§1)
Is the market real & reachable?Yes — bottom-up SOM ~$2.0B, clear "why now," one tariff dependency (§2)
Is the product real & defensible?Real pilot; 22% edge (tariff-specific); dataset moat forming (§3)
Can this team win?Strong founder-market fit + shipped evidence; manufacturing gap (§4)
Is the price fair?Mid-band vs comps; forward method agrees — fair, not cheap (§5)
Does the return survive the cap table?8.2× base / 26× upside / 0.33× downside — fund-returner if sized (§6)
What could kill it?Cost doesn't generalize · manufacturing · IP flag — all conditioned (§7)
So — yes or no?INVEST, sized to 4% of fund, on two conditions (§8)
This table is the memo's whole value in one frame
An LP can read these eight rows in five minutes and know exactly how you think — and then spend an hour trying to break any single number and fail, because every one is sourced and reconciled. That is what earns you the reputation, and the next check.

Recommendation is the sample author's, reached by the method on fictional inputs. Not a recommendation about any real security. Educational analysis — not investment, legal, or tax advice.

Part III — TransformationBefore / after

The manager you become with this memo

Everything above analyzed a deal. This part is about what changes for you, the emerging manager, the day you can produce a memo like this on demand.

Before — the Notion-page manager

An LP asks "send me your memo." You have bullet notes and a doc that reads like a blog post. You stall — "I'll clean it up and send it over" — then spend a weekend reverse-engineering the format. You quote 5% ownership; an LP asks about dilution and the preference stack; you don't have the number. Your yes/no reasons come out different every time you explain them.

After — the allocator

The same request gets a same-day reply with a memo that reads like a fund produced it. You quote 3.28% diluted, not 5%, and can walk the waterfall from memory. Your scorecard makes "why this and not that" identical across every deal. When an LP tries to break a number, they can't — it's sourced and reconciled.

The transformation in one line
You stop being the promising operator who picks well and start being the allocator LPs trust with the next fund — because the written apparatus finally matches the instinct.
Part III — TransformationWhat good looks like

What "good" looks like — the five tells of an institutional memo

An LP can't always articulate why one memo reads as professional and another as amateur, but they feel it instantly. Here are the five tells this memo hits — and yours will too:

TellAmateur memoInstitutional memo
The thesisBuried in paragraph 4One sentence, page 1, with a fund-return condition
Market size"$400B TAM" from the founder's slideBottom-up SOM with every input sourced
ReturnsEntry % × exit — ignores dilution + prefDiluted %, preference stack, reconciled by hand
RisksThree solved risksRanked, unsolved, with a written bear case
The call"Lean yes, let's discuss"One word up front + conditions + kill-switches

None of these require more intelligence than you already have. They require the structure — which is exactly what the kit hands you, pre-built, with this worked example to pattern-match against.

Part III — TransformationCompounding effect

Why this compounds across your whole fund

A memo isn't a one-off artifact. The discipline compounds three ways:

  1. Comparability. Every deal scored on the same rubric means your portfolio decisions line up. When an LP reviews three of your calls, the consistency is itself the credibility.
  2. Speed. The second memo takes half the time of the first; the tenth is a fill-in-the-blank exercise. The structure is the reusable part.
  3. Defensibility. When a deal goes wrong — and some will — a reconciled memo shows you underwrote it correctly and the world changed. That protects your reputation and your Fund II raise far more than a lucky win does.
The LP's real question
LPs aren't backing this deal — they're backing your process, because process is what repeats across the 22 positions they're funding. A memo like this is the most legible proof of process you can hand them. It's the artifact that turns "she picks well" into "she has a repeatable method."
22
positions this method will run across
1
rubric — so every call is comparable
Fund II
what a legible process actually raises
Part III — TransformationRoadmap

The roadmap — from screen to closed, de-risked position

For the Halden deal specifically: the sequence from "promising screen" to "closed position with the flags cleared." Your report generates this timeline from your conditions.

Now — screen complete
Memo written, 73/100, conditioned advance. Share with co-investors; align on the two conditions and three kill-switches.
Week 1–2 — confirmatory diligence
Reference calls per §4 predictions. Technical advisor reviews cycle-life + scale-up per §3. Counsel opens the IP-assignment cleanup.
Pre-close gate
Executed IP assignment (Condition 1, fatal). If it stalls → kill-switch B, walk. If it clears → the engine re-enables the yes.
Close — wire $1.0M
Board-observer seat; second-pilot plan + budget agreed as a written 90-day condition (Condition 2).
Day 1–90 post-close
Introduce two manufacturing-ops candidates. Second-site pilot signed or funded plan in place. Cost-generalization test underway.
Month 6–12 — thesis check
Second pilot live, holding ≥15% cost advantage; ops hire made. If yes → thesis tracking, prepare Series-A follow-on from reserves. If no → the position is written down honestly, on record.
Part III — TransformationMilestones → value

What each milestone does to the return picture

The roadmap isn't busywork — each milestone moves a specific number in §6. Here's how de-risking translates to return confidence:

Milestone hitWhat it de-risksEffect on the return case
IP assignment executedFatal-class flagDeal becomes investable at all
2nd-site pilot ≥15% advantageCost-generalization (Risk 1)SOM holds → base/upside exits credible
Manufacturing-ops hireExecution (Risk 2)Path from skid to financeable unit opens
Lighthouse expansion signedCommercial (Risk 5)Recurring revenue proof → §5 forward method firms

Every cleared milestone shifts probability mass from the 0.33× downside toward the 8.2× base and 26× upside. That's the mechanism by which disciplined post-investment work — not luck — improves a venture return.

The manager's edge
Templates stop at the check. This roadmap continues past it — turning your two open risks into a checklist you actively close. The LP sees not just how you picked, but how you'll work the position.
Part III — TransformationPortfolio view

Where Halden sits in the fund

One position is never underwritten alone. Placed in the $25M / 22-position construction, Halden is a mid-conviction, correctly-sized bet:

Construction factValueRead
Halden check$1.0M1.47× the $681,818 average
As % of fund4.0%Conviction, not concentration
Reserves for follow-on40%Room to defend ownership at Series A
Shots on goal22Enough for a power-law outlier to matter

If Halden is the outlier ($800M exit), it returns the fund by itself (§6). If it's the loss (downside), it costs 4% of the fund — survivable. That asymmetry, deliberately constructed, is what a well-run seed portfolio is made of. The memo shows an LP you understand that you're building a portfolio, not collecting deals.

What you told us → what this computed
22 positions · 40% reserves
enough shots + follow-on room → no construction warnings
Part III — TransformationWhat changes

What changes in your next three conversations

With the founder

Before: "the round looks great, sending you a note." After: "we're in, on two conditions — IP assignment pre-close and a second-tariff pilot plan in 90 days. Here's exactly why." You negotiate from a priced, conditioned position.

With your co-investor

Before: "trust me on this one." After: you hand them a 64-page memo + a one-page risk register. They co-invest faster because your work reduces theirs.

With your LP
Before: silence on the call when they ask for a memo. After: "here's the memo on Halden — 73/100, invest with conditions, base case 8.2×, and here's the exact math on the downside." The LP's mental model of you upgrades from promising angel to fund manager. That upgrade is worth vastly more than the $99 that produced it.

This is the desire the whole report is engineered to create: not "I want a template," but "I want to be the person who can produce this, on demand, for every deal." The next part makes that concrete.

Part III — TransformationThe LP conversation

Your next LP conversation, scripted

The exact words for the three moments an emerging manager freezes. Use them verbatim; they're built from the memo you now hold.

When they ask "send me your memo"

"Absolutely — I'll send the Halden memo today. It's the full workup: screening scorecard, the market build bottom-up, and the cap-table waterfall reconciled through the preference stack. You'll see exactly how I reached invest-with-conditions."

When they ask "what do you actually own at exit?"

"Five percent at entry, but I underwrite on the diluted number — 3.28% after two rounds and the option pool. At the base-case $250M exit that's $8.2M on the $1M check, an 8.2×. And I've stress-tested the downside: at $50M, the $40M preference stack ahead of us leaves 0.33× — a loss. That's why I sized it to 4% of the fund."

When they ask "why this deal and not the others?"

"Same rubric on every deal — team, market, product, traction, terms, stage-weighted. Halden scored 73; the two I passed scored 51 and 44, and both had a fatal-class flag I couldn't get comfortable with. I can show you the scorecard on all three."

Why the scripts work
These aren't confidence tricks — every sentence is backed by a number in this memo. You sound institutional because you are operating institutionally. The script just removes the freeze.
Part III — TransformationHandling pushback

The three hardest LP objections — and your answer

LP objectionYour answer (from this memo)
"Your market's only $2B — too small.""$2B is the bottom-up SOM I can defend, not a $400B headline. At 10% share that's a $200M-revenue business, which supports the exit values in my return grid. I'd rather show you a real number than an impressive one."
"That's a rich price for one pilot.""Mid-band vs three comps, and my forward method agrees it's fair only if they hit ~$6M ARR in four years. I priced it — I didn't accept the ask. Above $20M pre I'd walk."
"What if the cost advantage doesn't hold?""That's my #1 risk and my #1 condition — a second-tariff pilot within 90 days. If it comes in below 15%, that's a kill-switch. I'm buying an option on generalization, sized so a miss costs 4% of the fund."
The pattern
Every hard question already has an answer in the memo, because the memo was written to anticipate the interrogation, not survive it. That's the difference the structure makes: you're never caught without the number.

Scripts illustrate method on fictional figures. Educational analysis — not investment, legal, or tax advice.

Part IV — ActionDo this next

Prioritized action checklist

A report is only worth the actions it sets off. Here's exactly what to do with the Halden deal, and by the same pattern, with yours.

This week

Next 30 days

Next 90 days (post-close)

Part IV — ActionRun it on your deal

Run this on your own deal — the 20-minute version

You don't need to reproduce all 64 pages for every deal. The minimum viable IC memo — the version that beats 90% of what emerging managers send LPs — is four moves:

#MoveTool in the kitTime
1Score the deal on five stage-weighted dimensions + red flagsScorecard (free on site + in kit)5 min
2Correct the founder's TAM into a bottom-up SOM§2 template + worked example5 min
3Run the dilution + preference waterfall on your checkPortfolio model (in kit)5 min
4Write the one-word call + conditions + kill-switches§8 template5 min
The 80/20 of the memo
Moves 1 and 3 alone — a defensible score and a reconciled return number — put you ahead of nearly every first-time manager, because those are the two things free templates and LLM drafts get wrong. Start there on your next deal, tonight.
Your inputs → your report

Change the stage, ratings, check, dilution, and exit inputs to your deal and the same engine regenerates every table in this document with your numbers. The Halden pages are a worked template, not a fixed report.

Part IV — ActionHandoff sheets

Bring this to your advisor, counsel & CPA — three handoff sheets

A memo is a coordination document. Tear these three sheets out (or copy them) and send them to the right specialist — each is scoped so they can answer in one reply.

To your technical / industry advisor

"Seed thermal-storage deal. Two questions I can't judge: (1) does the storage medium degrade over thousands of charge cycles? (2) does pilot-scale round-trip efficiency survive scale-up to a containerized unit? I need to know if these are engineering problems or physics problems. Bench data attached."

To startup counsel

"Pre-close condition: two core patents are held in the founder-CTO's personal name and must be assigned to the company before we wire. Can you (a) confirm assignability, (b) draft the assignment, and (c) flag any other IP or cap-table cleanup you'd want done pre-close?"

To your fund CPA / administrator

"Sizing a $1.0M initial check into a $20M-post seed, targeting 5% ownership, from a $25M fund with 40% reserves across 22 positions. Please confirm the position is within our LPA concentration limits and model the reserve draw if we follow at Series A to defend ownership."

Each handoff turns a thing you can't do into a thing a specialist does in an hour — while you keep the decision. That division of labor is how a solo manager operates like a firm.

Part IV — ActionWhat's in the kit

What the full kit hands you — so you never start from blank

This sample is one worked memo. The kit ships the reusable machinery behind it:

DeliverableWhat it is
8-section IC memo template (Doc + Word)Every section with its prompt questions and the one mistake that guts it — fill in your deal
Three fully-worked sample memosHalden (deep-tech, this one) + a Web3 deal + a consumer O2O ending in a reasoned PASS — so you see what "good" looks like across sectors and both verdicts
Stage-weighted screening scorecard (Sheet)Reproduces the engine exactly — score any deal, get the band + red-flag capping
Cap-table / exit-return model (Sheet)The reconciled waterfall from §6 — dilution, preference stack, MOIC, IRR — for your own inputs
Portfolio-construction checks (Sheet)The §6 fund-fit checks — check-vs-fund, ownership gap, reserves, fund-returner exit
The reasoned PASS is the sleeper feature
Anyone can write a memo for a deal they love. The kit's consumer-O2O sample shows you how to write a clean, respectful, defensible PASS — the memo that protects your reputation with the founder and your LPs, and the one no free template ever demonstrates. Don't take that on faith: the worked PASS guide shows a full reasoned decline — the call, the decisive reason, the re-open condition — free, before you buy, so you can grade the harder verdict for yourself.
Part IV — ActionNext step

Your natural next step

IC Memo Kit — $99 intro ($149 list)

The template, all three worked memos, the scorecard sheet, and the cap-table / portfolio model. Yours forever, free updates. This is the artifact that produced the 64 pages you just read. (Ordering is a quick request form for now — payment instructions by email within 1 business day, then the download is delivered on payment.)

Kit + 45-min session — $349

Everything in the kit, plus a live walkthrough where we apply the template and scorecard to one of your real deals together. Template-application coaching only — we make your memo stronger; we never render a buy/pass verdict on your company.

The guarantee

14-day full refund
If the kit isn't what this sample promised, reply to your receipt within 14 days for a full refund on the download. Flat fee, one time, no success fees — ever. You're buying a tool, not an advisory relationship.

Get the kit — $99 intro →

Interim ordering: submit the request form, get payment instructions by email within 1 business day, then the download is delivered on payment (hosted checkout coming). Team / accelerator invoicing & bank wire available.

Part IV — ActionDisclosures

Disclosures, honesty notes & who built this

Educational analysis — not investment, legal, or tax advice. "Halden Thermal" is a wholly fictional company; every person, number, term, comparable, and figure in this document is invented to illustrate the IC Memo Kit's method. This memo recommends nothing about any real security and is not a solicitation. The scorecard and return figures are produced by a deterministic engine from labeled modeling assumptions you control — they are illustrative, not forecasts. Nothing here creates an advisory relationship. The kit is a flat-fee educational toolkit; no success fees; no securities brokerage.

How every number here was produced

Who built it

An IR / corporate-development practitioner who wrote real IC investment memos across sectors, ran VC fund-formation work inside a government innovation fund, and took a deep-tech company public end to end through a full exchange listing process, having raised $50M+ across venture rounds, where peer-group valuation and diligence checklists were the day job. The methodology structure is re-derived from public institutional-memo norms (a16z / YC / NVCA-style frameworks and standard disclosure discipline) — no course material, no ex-employer documents, no third-party deal data.

— End of sample memo —

Get the kit — write memos like this for your deals